Key proposed changes to the UK listing regime include the removal of the presumption of suspension in trading in a SPAC’s shares when it announces a potential acquisition, subject to certain qualifying criteria being met.
The UK Financial Conduct Authority (FCA) opened its consultation on proposed changes to the UK Listing Rules for certain special purpose acquisition companies (SPACs) on April 30, 2021. The consultation launch follows the publication on March 3, 2021, of the results of the UK government’s UK Listing Review, chaired by Lord Jonathan Hill, which recommended changes to the listing regime to increase the attractiveness of UK listings for SPACs while developing market and investor safeguards.
In particular, the FCA’s consultation considers the proposed removal—for SPACs meeting certain criteria—of the existing presumption of suspension for a SPAC’s listed shares when it announces a potential acquisition. The goal is to increase investment opportunities by removing disproportionate barriers to listing for larger SPACs that have high levels of structural investor protections. The FCA believes that this will provide a more flexible regime and align more closely with other international markets. While the proposed changes would mean that investors in qualifying SPACs should be able to continue trading their shares after announcement of a proposed acquisition, the presumption of suspension would continue to apply to any SPACs not meeting the qualifying criteria.
The FCA aims to balance flexibility with investor protections when determining appropriate qualifying criteria, and seeks responses to 20 questions covering (among other matters) the following:
Historically, there have been relatively few SPACs or other forms of cash shell listed on the UK markets, with most of those raising relatively small amounts (less than £10 million (approx. $13.9 million)). The presumption that trading in a SPAC’s shares will be suspended upon announcement of a potential “de-SPAC” transaction has been seen as one of the key obstacles to listing SPACs in the United Kingdom, as it removes the ability for SPAC investors to exit their investment if they are unenthusiastic about the proposed target.
The extremely active SPAC market in the United States has led to a reevaluation of listing regimes in relation to SPACs, not just in the United Kingdom, but in a number of other key financial centers around the world. In part this is a response to investor demand, but there is no doubt also a concern that, as the number of suitable US targets for US SPACs diminishes, US SPACs will increasingly turn to overseas markets for potential targets. This leads to a further concern that next generation companies in those jurisdictions could end up listed in the United States, rather than on home markets. In addition, in the United Kingdom there may also be a concern with a perception that Amsterdam may be starting to establish itself as a hub for listed SPACs in Europe.
Whether the proposed changes to the UK regime will lead to a surge in the listing of SPACs in the United Kingdom, or whether, as the FCA itself states, SPACs are “likely to remain a modest feature of UK markets,” remains to be seen.
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